Wilkes V Springside Nursing Home: Sorenton 3-Piece Sectional With Chaise

Tuesday, 30 July 2024

Terms in this set (178). Part II then considers the nature of the court at the time of these decisions, looking briefly at other significant precedents decided by the court. This "freeze-out" technique has been successful because courts fairly consistently have been disinclined to interfere in those facets of internal corporate operations, such as the selection and retention or dismissal of officers, directors and employees, which essentially involve management decisions subject to the principle of majority control. The corporation never paid dividends. Mark J. Loewenstein, University of Colorado Law School, WILKES V. SPRINGSIDE NURSING HOME, INC. : A HISTORICAL PERSPECTIVE, 33 W. New Eng. The court concluded that the master's findings were warranted by the record and the final report was properly confirmed. Most important is the plain fact that the cutting off of Wilkes's salary, together with the fact that the corporation never declared a dividend (see note 13 supra), assured that Wilkes would receive no return at all from the corporation. William W. Simons for the Springside Nursing Home, Inc., & others. If called on to settle a dispute, our courts must weigh the legitimate business purpose, if any, against the practicability of a less harmful alternative. The other shareholders didn't like him and didn't want him around. Wilkes v springside nursing home inc. New employees often were offered stock options in the company, issued from the employee stock option pool (pool), as part of their compensation packages. CASE SYNOPSISPlaintiff minority shareholder brought an action against defendants, a corporation and its majority shareholders, in which he sought a declaratory judgment and damages. Access the most important case brief elements for optimal case understanding.

Wilkes V Springside Nursing Home Staging

The judge of the probate court referred the matter to a master who, after lengthy hearing, issued his final report. In 1951 Wilkes acquired an option to purchase a building and lot located on the corner of Springside Avenue and North Street in Pittsfield, Massachusetts, the building having previously housed the Hillcrest Hospital. The severance of Wilkes from the payroll resulted not from misconduct or neglect of duties, but because of the personal desire of Quinn, Riche, and Connor to prevent him from continuing to receive money from the corporation. Wilkes v springside nursing home page. Because this symposium is for Wilkes rather than Donahue, description and praise of Wilkes occupies most of this Article, which begins, however, by putting Donahue in its place. In sum, by terminating a minority stockholder's employment or by severing him from a position as an officer or director, the majority effectively frustrate the minority stockholder's purposes in entering on the corporate venture and also deny him an equal return on his investment.

Wilkes V Springside Nursing Home Page

See King v. Driscoll, 418 Mass. We summarize the undisputed material facts. Parties||KEVIN HARRISON v. NETCENTRIC CORPORATION & others. The Case Brief is the complete case summarized and authored in the traditional Law School I. R. A. C. format. • Later that day Blavatnik called and offered $48 a share. It was understood that each would be a director and each would participate actively in the management and decision making involved in operating the corporation. Subscribers are able to see any amendments made to the case. Stephen B. Wilkes v springside nursing home staging. Hibbard for the First Agricultural National Bank of Berkshire County & another, executors. In short, the court recognized the legitimacy of shareholders looking out for their "selfish ownership interest" in the company. 15] Any resolution of this question must take into account whether the corporation was dissolved during the pendency of this litigation. Wilkes was successful in prevailing on the other stockholders of Springside to procure a higher sale price for the property than Quinn apparently anticipated paying or desired to pay.

Wilkes V Springside Nursing Home

In the present case, the Superior Court judge properly analyzed the defendants' liability in terms of the plaintiff's reasonable expectations of benefit. The assertion rests on two propositions: first, that Donahue announces admirable sentiments but provides little practical guidance; second, that Wilkes provides the best practical rule for adjudicating "oppression" claims when the alleged victim is also a miscreant or for some other reason the dispute is grey rather than black and white. May be extinguished like lights. Ii) In May 2007, an Access affiliate filed a Schedule 13D with the Securities and Exchange Commission disclosing its right to acquire an 8. Wilkes sets out the standard for fiduciaries in the context of a close corporation in Massachusetts. The judge found that the defendants had interfered with the plaintiff's reasonable expectations by excluding her from corporate decision-making, denying her access to company information, and hindering her ability to sell her shares in the open market. Enduring Equity in the Close Corporation" by Lyman P.Q. Johnson. Relationship with the other partners deteriorated. In other words, you first ask whether the majority shareholders' conduct frustrated the minority shareholder's reasonable expectations on the sorts of issues identified by the court as constituting freezeouts. Repository Citation. Com., quoted in Harrison v. NetCentric Corp. (2001) 433 Mass. The court is reversing a prior line of thought that management decisions are not within the scope of review of the courts.

Wilkes V Springside Nursing Home Inc

Only StudyBuddy Pro offers the complete Case Brief Anatomy*. Connor received a weekly stipend from the corporation equal to that received by Wilkes, Riche and Quinn. See id., and cases cited. At some time in 1952, it became apparent that the operational income and cash flow from the business were sufficient to permit the four stockholders to draw money from the corporation on a regular basis. 423 (1975); 60 Mass. What these examples have in common is that, in each, the majority frustrates the minority's reasonable expectations of benefit from their ownership of shares. In the Donahue case we recognized that one peculiar aspect of close corporations was the opportunity afforded to majority stockholders to oppress, disadvantage or "freeze out" minority stockholders. As time went on the weekly return to each was increased until, in 1955, it totalled $100. The seeds of the dispute were planted well before the Annex was sold to Dr. Quinn. 9] Riche held the office of president from 1951 to 1963; Quinn served as president from 1963 on, as clerk from 1951 to 1967, and as treasurer from 1967 on; Wilkes was treasurer from 1951 to 1967. With respect to the latter set of questions, I'm pretty confident that I've read the Massachusetts cases correctly. Over 2 million registered users. Wilkes v. Springside Nursing Home, Inc.: The Back Story. Nursing home and were paid a salary.

In February of 1967 a directors' meeting was held and the board exercised its right to establish the salaries of its officers and employees. The board recognized that the 13D signaled to the market that the company was ''in play, '' but the directors decided to take a ''wait and see'' approach. 9] Each of the four was listed in the articles of organization as a director of the corporation. 1] Barbara Quinn (executrix under the will of T. Edward Quinn), Leon L. Riche, and the First Agricultural National Bank of Berkshire County and Frank Sutherland MacShane (executors under the will of Lawrence R. Connor). At a Board meeting, they voted to stop paying Wilkes' a salary and remove him from Board and. I) The Dodge brothers, who were stockholders holding 10% of the company, challenged this decision, which also included stockholders receiving only $120, 000 a year and no other excess profits. The parties later determined that the property would have its greatest potential for profit if it were operated by them as a nursing home. Brodie v. Jordan and Wilkes v. Springside Nursing Home. • As a sign of good faith, Blavatnik agreed to reduce the break-up fee from $400 million to $385 million. Ii) The board of directors and not the shareholders make the decisions. Suggested Citation: Suggested Citation. Parties: Identifies the cast of characters involved in the case. 8] Wilkes took charge of the repair, upkeep and maintenance of the physical plant and grounds; Riche assumed supervision over the kitchen facilities and dietary and food aspects of the home; Pipkin was to make himself available if and when medical problems arose; and Quinn dealt with the personnel and administrative aspects of the nursing home, serving informally as a managing director. In asking this question, we acknowledge the fact that the controlling group in a close corporation must have some room to maneuver in establishing the business policy of the corporation. Only the remedy was formally at issue.

The bad blood between Quinn and Wilkes affected the attitudes of both Riche and Connor. After Donal was fired, the number of shares in the pool was increased by the same number that NetCentric had repurchased from him.

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